SATO Technologies Corp. Announces Private Placement for Gross Proceeds of Up To C$1.3 Million

Executive Summary

• SATO Technologies Corp. announced a non‑brokered private placement to raise up to C$1,300,000 through the issuance of Units and Convertible Debenture Units.
• The offering includes up to 14,901,960 Units at $0.06375 each (C$950,000) and up to 350 Convertible Debenture Units for an additional C$350,000.
• Net proceeds will be used for working capital and general corporate purposes, supplementing cash flow from the company’s cryptocurrency mining operations.

Key Details

• Units: Up to 14,901,960 units at $0.06375 per unit → maximum gross proceeds of C$950,000. Each Unit = 1 common share + 1 common‑share purchase warrant.
• Warrant terms (Units): Exercise price $0.085 per share during the first year after issuance; $0.10 thereafter; expires five years from issuance.
• Convertible Debenture Units: Up to 350 units, each consisting of a C$1,000 unsecured convertible debenture plus detachable warrants equal to the number of shares issuable upon full conversion.
• Debenture terms: 15% annual interest payable quarterly in cash or common shares (share‑settled interest subject to TSXV approval); maturity 3 years; conversion price $0.085 per share during first year, $0.10 thereafter until maturity.
• Warrant terms (Debentures): Exercise price $0.10 per share; exercisable for three years from issuance.
• Hold period: All securities subject to a four‑month statutory hold period in Canada.
• Regulatory compliance: Offering made under prospectus exemptions in Canada, Rule 506(b) for U.S. accredited investors, and other jurisdictional private‑placement rules; pending TSXV conditional approval.
• Insider participation: Insiders may participate as a “related party transaction” under MI 61‑101, with exemption from formal valuation and minority‑shareholder approval because the fair market value would not exceed 25% of market cap.
• Additional indebtedness settlement: Company owes USD 25,000 (C$34,105) to a creditor under a consulting agreement; will settle by issuing 534,980 Units on the same terms as the private placement, subject to TSXV approval and the standard hold period.
• Use of proceeds: Primarily for working capital and general corporate purposes; to supplement cash flow from cryptocurrency mining operations and support broader corporate initiatives at management’s discretion.

Notable Quotes

(No direct quotes were provided in the release.)